Corporate Governance & Board of Directors

Investor confidence in public companies is essential to the functioning of the capital markets and our economy. Our Board of Directors has developed corporate governance practices to assist it in the exercise of its responsibilities and to serve the best interests of IHS and its varied stakeholders. These practices are intended to serve as a flexible framework within which the Board may conduct its business.

Responsible corporate conduct is integral to the way IHS does business. We maintain strong corporate governance policies and practices. Our actions are governed by our values and principles, which are reinforced at all levels within the Company.

Highlights

Ethics Policy

IHS and all of its employees are committed to doing things the right way. That means making business decisions and acting in a way that is ethical and is in compliance with applicable legal requirements. As we make decisions, IHS values must shine through in everything we do. Our ethics policy is an extension of our values and reflects our continued commitment to ethical business practices and regulatory compliance. We acknowledge our individual and collective responsibilities to manage our business activities with integrity.

IHS Inc. Code of Business Conduct and Ethics

Whistleblower Policy

Governance Guidelines

All of us at IHS, including our board of directors, are committed to sound principles of corporate governance. We believe that the board of directors plays a critical role in overseeing how management serves the long-term interests of shareowners and other stakeholders. That belief is reflected in our governance guidelines, under which we strive to maintain an active, informed, and independent board. Our governance guidelines meet or exceed all requirements for a public company, including the standards of the New York Stock Exchange. But more important to us is the fact that our guidelines reflect the commitment of our board to the spirit of good governance and effective oversight.

Governance Guidelines

Board Committees

The ultimate authority for corporate governance of IHS rests with our Board of Directors. The nine members of our Board of Directors also have responsibilities to serve on three standing committees, listed below. Select a committee to see a list of its members and its charter.

Audit Committee

Human Resources Committee

Nominating and Corporate Governance Committee

Statement from the Chairman

IHS Inc. has made responsible corporate conduct an important part of its identity, corporate culture and business ethic. As a leading provider of critical technical information, related decision-support tools and strategic and operational services to governments and corporations in six core industries in over 100 countries, it is important to create and promote a culture that adheres to the highest standards of ethical business conduct and to consistently create shareholder value.

For our employees, our goal is to offer a best-in-class working environment based on the values of diversity, fairness and equal opportunity.

Jerre L. Stead, Chairman

Our Board of Directors

Jerre L. Stead, Chairman & CEO

Mr. Steadwas elected Chief Executive Officer of IHS in September 2006 and has served as Chairman of our Board since December 1, 2000. From August 1996 until June 2000, Mr. Stead served as Chairman of the board of directors and Chief Executive Officer of Ingram Micro Inc. Prior to that, he served as Chief Executive Officer and Chairman of the board of directors at Legent Corporation, from January 1995 to August 1995. From May 1993 to December 1994, he was Executive Vice President of AT&T and Chairman and Chief Executive Officer of AT&T Corp. Global Information Solutions (NCR Corporation). From September 1991 to April 1993, he was President and Chief Executive Officer of AT&T Corp. Global Business Communication Systems. Mr. Stead also serves on the board of directors of Brightpoint, Inc., Conexant Systems, Inc., and Mindspeed Technologies, Inc.

C. Michael Armstrong

Mr. Armstrong has served as a member of our Board since December 2003. He is currently Chairman of Johns Hopkins Medicine, Health System, and Hospital. Mr. Armstrong served as Chairman of Comcast Corporation from 2002 until May 2004. He was Chairman and Chief Executive Officer of AT&T Corp. from 1997 to 2002, Chairman and Chief Executive Officer of Hughes Electronic Corporation from 1992 to 1997, and retired from IBM in 1991 as Chairman of IBM World Trade after a 31-year career. Mr. Armstrong is on the board of directors of Citigroup Inc., Parsons Corporation, and the Telluride Foundation, and is Vice Chairman of the board of trustees of Johns Hopkins University. Mr. Armstrong is a Visiting Professor of the Sloan School at the Massachusetts Institute of Technology.

Steve Denning

Mr. Denning has served as a member of our Board since April 2005. Steven A. Denning is the Chairman of General Atlantic. He joined the firm in 1980 and has built the organization into one of the leading global equity investment firms focused exclusively on investing in growth companies. He is a director of Gavilon Holdings, LLC (Private), IHS, Inc. (NYSE: IHS), Genpact (NYSE: G) and The Thomson Reuters Corporation (NYSE: TRI; TSX: TRI). Mr. Denning is a member of the Board of Trustees of Stanford University, The Brookings Institute, the Connecticut Science Center, and the Advisory Board of the School of Economics and Management at Tsinghua University. He is Vice Chairman of the Board of the American Museum of Natural History and a member of the Board of Directors of The Nature Conservancy. He is Emeritus Chairman of the Stanford Graduate School of Business Advisory Board and a member of the Council on Foreign Relations, the McKinsey Investment Office Advisory Council, and the Board of Governors of the Partnership for Public Service. He was formerly a member of the Board of Trustees of the National Parks Conservation Association, the Georgia Tech Foundation and the Cancer Research Institute.

Ruann Ernst

Dr. Ernst has served as a member of our Board since December 2006. Dr. Ernst served as Chief Executive Officer of Digital Island, Inc. before retiring in 2002. She was Chief Executive Officer and Chairperson of the board of Digital Island from 1998 until the company was acquired by Cable & Wireless, Plc. in 2001. From 1988 through 1998, Dr. Ernst worked for Hewlett Packard in various management positions, most recently as General Manager, Financial Services Business Unit. Prior to that, she was Vice President for General Electric Information Services Company. Dr. Ernst sits on the for-profit boards of Digital Realty Trust and Ninth House Networks. She also serves on the not-for-profit boards of the Ohio State University Foundation and on the Ohio State University Fisher College of Business, and is a founding board member of the Kids Sports Stars Foundation.

Christoph v. Grolman

Mr. Grolman was appointed to our Board in March 2007. Since March 2007, Mr. Grolman has served as Joint-Chief Executive Officer of TBG. From December 2006 to March 2007, Mr. Grolman served as Executive Director of TBG. From 2002 to 2006 he held the position of Executive Vice President of TBG, responsible for an industrial operating group and venture investments. Prior to joining TBG in 2002, he was a consultant with Roland Berger & Partner Management Consultants.

Brian H. Hall

Mr. Hall was appointed to our Board in March 2008. From January 2007 through August 2007, Mr. Hall served as Vice Chairman of Thomson Corporation, where he created and led the new corporate investment process, and directed Thomson's corporate strategy, marketing, communications and branding initiatives. Previously, from 1998 through 2006, Mr. Hall served as President and Chief Executive Officer of Thomson Legal & Regulatory and West Publishing. Prior to joining Thomson, Mr. Hall was President of Shepard's and Executive Vice President of McGraw-Hill. He is a former board member of Bank One of Colorado Springs and Ryerson of Canada.

Mr. Holtback has served as a member of our Board since December 2003. Since 2001, Mr. Holtback has served as Chairman of Holtback Invest AB. From 2001 through 2006, Mr. Holtback was also the Chairman and Chief Executive Officer of Holtback Holding AB and Holtback Invest AB. From 1993 to 2001 he served as President and Chief Executive Officer of the Bure Equity AB. From 1991 to 1993, he served as a member of the Group Executive Committee of SEB and Coordinating Chairman of SEB Sweden. From 1984 to 1990, he served as President and Chief Executive Officer of Volvo Car Corporation and Executive Vice President of AB Volvo. Mr. Holtback is currently Chairman of the board of directors of Gunnebo AB, a company listed on the Swedish Stock Exchange, as well as of Finnveden Holding AB, Aditro AB, MediaTec Group AB, and The Swedish Exhibition Centre. He serves as a member of the Stena Sphere Advisory Board and as Chairman of the Nordic Capital Investment Review Committee.

Mr. Iyer has served as a member of our Board since December 2003. From October 1998 to June 2003, Mr. Iyer served as Senior Vice President and Chief Financial Officer of Conexant Systems, Inc. From 1997 to 1998, he was Senior Vice President and Chief Financial Officer of VLSI Technology Inc. and, from 1993 to 1997, he was Vice President, Corporate Controller of VLSI Technology Inc. Mr. Iyer serves on the board of directors of Invitrogen Corporation, Skyworks Solutions, Conexant Systems, Inc., Power Integrations, Inc., and QLogic Corporation.

Mr. Klein has served as a member of our Board since December 2003. In March 2008, Mr. Klein was appointed Chairman of the Institutional Clients Group of Citigroup Inc. He had previously served as Chairman & Co-Chief Executive Officer of Citi Markets & Banking since February 2007. He is a member of the Business Heads Group, the Operating Committee, and the Management Committee of Citigroup Inc. Mr. Klein also serves as Vice Chairman of Citigroup International PLC. He previously served as Chief Executive Officer of Citigroup Global Banking, a position he held since the Group's inception in February 2004, and as Chief Executive Officer of Citigroup Inc. Global Corporate and Investment Bank for Europe, the Middle East, and Africa (EMEA). He has also held the positions of Chief Executive Officer of Citigroup Inc. Corporate and Investment Banking, Europe, and Co-Head of Global Investment Banking for Salomon Smith Barney, a member of Citigroup Inc., from 2000 to 2003.

Mr. Roedel has served as a member of our Board since November 2004. From November 2002 through June 2005 he served on the board, and from April 2004 through January 2005 he held various executive positions, at Take-Two Interactive Software, Inc. Mr. Roedel was an audit partner in BDO Seidman LLP from 1985 to 2000 and Chairman and Chief Executive Officer of BDO Seidman from 1999 to 2000. He currently serves on the board of directors and is a member of the audit committee of Brightpoint, Inc., Sealy Corporation, and Luna Innovations. From November 2005 until November 2007, Mr. Roedel was a member of the board of Dade Behring Holdings, Inc. Mr. Roedel also currently serves on the board of directors of the Association of Audit Committee Members Inc., a not-for-profit organization.